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Sandbridge Acquisition Corporation

Sandbridge Acquisition Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Owlet Baby Care Inc.

ENTERPRISE VALUE: $1.07 billion
ANTICIPATED SYMBOL: OWLT

Sandbride Acquisition Corp. proposes to combine with Owlet Baby Care Inc. (“Owlet” or the “Company”).

wlet has built a connected and accessible nursery ecosystem that brings technology and vital data to modern parenting. The Company’s bestselling flagship product, the Owlet Smart Sock baby monitor, uses proprietary and innovative pulse-oximetry technology to track a baby’s heart rate, oxygen levels and sleep patterns to provide parents with invaluable peace of mind. The Owlet Smart Sock integrates seamlessly with Owlet’s camera product, the Owlet Cam, enabling parents to see and hear their babies via Owlet’s convenient smartphone app.

Owlet’s next generation innovation has resulted in strong net revenue growth, including more than 50% growth in 2020 after recording approximately $50 million in net revenue for 2019. The Company continues to pursue significant revenue upside opportunity by leveraging its proprietary data to build out its products and services, including a potential telehealth suite of recurring services.

TRANSACTION

The business combination values Owlet on a pre-transaction basis at a $1,000 million equity value and values the post-transaction combined company at an enterprise value of approximately $1,074 million. It is expected to deliver up to $325 million of cash to the combined company, after payment of estimated transaction expenses, through the contribution of up to $230 million of cash held in Sandbridge’s trust account and a $130 million concurrent private placement (PIPE) of common stock, priced at $10.00 per share. PIPE participants include leading institutional investors, including funds managed by Fidelity Management & Research LLC, Janus Henderson Investors, Neuberger Berman Funds, OrbiMed, private funds affiliated with PIMCO, and Wasatch Global Investors.

As part of the transaction, Owlet’s current management and existing equity holders intend to roll nearly 100% of their equity into the combined company. Leading existing institutional backers of the Company, including Eclipse Ventures and Trilogy Equity Partners, intend to roll 100% of their equity into the combined company.

Sandbridge Transaction Overview

PIPE

  • 13,000,000 shares of Sandbridge Class A common stock at a price of $10.00 per share (the “PIPE Financing”), for aggregate gross proceeds of $130 million.

SPONSOR LETTER AGREEMENT

  • The parties to the Sponsor Letter Agreement have also agreed, subject to certain exceptions, not to transfer any founder shares or private placement warrants (or any shares of common stock issued or issuable upon exercise thereof) until the earlier of
    • (A) 18 months after the Closing or
    • (B)
      • (i) with respect to one-third (1/3) of the founder shares and one-third (1/3) of the private placement warrants (or any shares of common stock issued or issuable upon exercise thereof) if the closing price of the New Owlet common stock equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least 240 days following the Closing and
      • (ii) with respect to an additional one-third (1/3) of the founder shares and one-third (1/3) of the private placement warrants (or any shares of common stock issued or issuable upon exercise thereof) if the closing price of the New Owlet common stock equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 240 days following the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Aggregate cash proceeds available for release from Sandbridge’s trust account (after giving effect to any redemptions of shares of Sandbridge Class A common stock  and deducting deferred underwriting commissions being held in the Trust Account and transaction expenses of Sandbridge) equaling no less than $140,000,000

NOTABLE CONDITIONS TO TERMINATIONs

  • July 31, 2021 (the “Termination Date”)

ADVISORS

  • BofA Securities is serving as exclusive financial advisor to Owlet
  • Latham & Watkins LLP is serving as legal counsel to Owlet.
  • Citigroup is serving as exclusive capital markets advisor to Sandbridge
  • Citigroup and BofA Securities are serving as private placement agents to Sandbridge.
  • Ropes & Gray LLP is serving as legal counsel to Sandbridge.

MANAGEMENT & BOARD

Executive Officers

Ken Suslow, 49
Chairman of the Board of Directors & CEO

Mr. Suslow is Founding Managing Partner at Sandbridge Capital, where he chairs the Investment Committee. Mr. Suslow has led Sandbridge Capital’s investments since its inception in 2013, including the majority buyout of Thom Browne, in which Sandbridge Capital fully divested its ownership position through a strategic sale to Ermenegildo Zegna Group. Mr. Suslow also led Sandbridge Capital’s investments in The RealReal, Farfetch and Youth To The People, among others. Prior to co-founding Sandbridge Capital, Mr. Suslow was Managing Director at The Strand Partners, the Los Angeles-based family office vehicle for William C. Powers, where Mr. Suslow advised and led investments in privately held consumer companies. Mr. Suslow serves on the boards of Youth To The People, Peach & Lily, Inc., and ILIA, Inc., is a Board Advisor to Rossignol’s apparel division and is the former Chairman of Thom Browne. Mr. Suslow has a B.A. from Pomona College and an M.B.A. from the Stanford Graduate School of Business.

Richard Henry, 38
Chief Financial Officer

Mr. Henry is a Principal at Sandbridge Capital, where he is responsible for analyzing and executing new transactions. He is also active in monitoring the Sandbridge Consumer Funds’ existing portfolio investments. Prior to joining Sandbridge Capital, Mr. Henry was a Vice President with Credit Suisse in their Los Angeles and Asia coverage offices, where his responsibilities included originating, structuring and executing capital markets and M&A transactions. Previously, he was an analyst at Genesis Capital, an Atlanta-based investment and merchant banking firm. During his investment banking tenure, Mr. Henry executed a range of strategic transactions with a focus on the consumer sector. He currently serves on the boards of Stio and BackJoy and is a board observer for Youth to the People Mr. Henry graduated from the University of Georgia with a B.B.A. in Finance.

Joe Lamastra, 59
Chief Operating Officer

Mr. Lamastra is Founding Managing Partner at Sandbridge Capital and a member of its Investment Committee. Since 1998, he also serves as the Chief Executive Officer of T Capital Management, LLC, a private investment firm where he is a business and investing partner with Tommy Hilfiger. Mr. Lamastra was active in the 1992 initial public offering of Tommy Hilfiger Corporation (“THC”) on the NYSE, the 1998 $1.1 billion acquisition of Apparel International Holdings Ltd by THC, the 2006 acquisition of THC by Apax Partners and the 2010 sale of THC to PVH Corp. for approximately $3.0 billion. Prior to 1998, Mr. Lamastra was a partner and attorney at the law firm Graham Curtin P.A., where he specialized in mergers and acquisitions, tax and corporate transactions. Mr. Lamastra started his career as a Financial Analyst with The Amerivest Group. He also worked for Touche Ross & Company (now Deloitte) in its Tax Department concentrating on mergers, acquisitions, real estate, and other corporate transactions. Mr. Lamastra was also a member on the board of Thom Browne and on the Villanova University School of Business Dean’s Advisory Board. He currently serves on the University’s Provost Board. Mr. Lamastra has a J.D. from Seton Hall Law School and a B.S. in Finance from Villanova University.

 

Board of Directors

Domenico De Sole, 76
Director 

Mr. De Sole is the co-founder of luxury retailer Tom Ford International, LLC and has been the Chairman of its board of directors since its formation in 2005. During this time, Mr. De Sole also advised TPG Capital Advisors, LLC in connection with the repositioning and sale of Bally International AG. From 1984 to 1994, Mr. De Sole served as President and Chief Executive Officer of Gucci America and, from 1994 to 2004, he served as the President and Chief Executive Officer of Gucci Group, a company he helped transform from an almost bankrupt monobrand company into one of the largest and most profitable luxury groups in the world, which included brands such as Bottega Veneta, Yves Saint Laurent, Balenciaga, Stella McCartney, Alexander McQueen and Sergio Rossi. Previously, Mr. De Sole practiced law at the firm Patton, Boggs and Blow. Mr. De Sole has served on numerous public and private company boards of directors, including his current roles as Chairman of Tom Ford International, LLC and a director of Condé Nast, Pirelli & C. S.p.A. and Acamar Partners Acquisition Corp. He formerly served as Chairman of Sotheby’s, lead independent director of Telecom Italia S.p.A. and a director of Bausch & Lomb Incorporated, Delta Airlines, Inc., Gap, Inc., Newell Brands Inc. and Procter & Gamble. Mr. De Sole graduated from the University of Rome with a law degree and received an L.L.M. from Harvard Law School where he served as a member of the Dean’s Advisory Board.

Ramez Toubassy, 48
Director 

Mr. Toubassy has served as President, Brands of Gordon Brothers, a global advisory, restructuring and investment firm, since May 2016, focusing on the acquisition, turnaround and sale of intellectual property assets, as well as providing valuation expertise for brand appraisals. Prior to joining Gordon Brothers, from April 2014 to May 2016, Mr. Toubassy was the Founding Partner of Blast-Off Brands, where he was involved in several branding and licensing projects, including serving as the Interim President of the Life is Good lifestyle brand and as the exclusive global licensing agent for Kodak. Before forming Blast-Off Brands, Mr. Toubassy spent over a decade leading Brand Sense Partners, LLC, a top global branding and licensing agency, most of that time serving as its President and Chief Executive Officer. At Brand Sense, Mr. Toubassy worked with a variety of notable brands, and also drove brand acquisition and operational efforts. Previously, Mr. Toubassy held various business development and licensing, principal and advisory roles at Indian Motorcycle International, LLC, Evolution Global Partners, Deutsche Bank and PricewaterhouseCoopers. Mr. Toubassy has a B.A. in economics from Pomona College and an M.B.A. from the Stanford Graduate School of Business. Mr. Toubassy is a member of the Young Presidents’ Organization.

Jamie Weinstein, 44
Director 

Since September 2019, Mr. Weinstein has served as a managing director, portfolio manager and head of corporate special situations at PIMCO, focusing on PIMCO’s opportunistic and alternative strategies within corporate credit. Prior to joining PIMCO in 2019, Mr. Weinstein worked for KKR as a portfolio manager for the firm’s special situations funds and portfolios, which he managed since their inception in 2009. Mr. Weinstein was also a member of KKR’s special situations, real estate, and India NBFC investment committees and the KKR credit portfolio management committee. Previously, Mr. Weinstein was a portfolio manager with responsibility across KKR’s credit strategies. Prior to joining KKR, Mr. Weinstein was with Tishman Speyer Properties as director of acquisitions for Northern California and at Boston Consulting Group as a consultant. Currently, Mr. Weinstein serves on the board of directors of Capstar Special Purpose Acquisition Corp. He has 18 years of investment experience and received an M.B.A. from the Stanford Graduate School of Business in 2002 and a B.S. in Civil Engineering and Operations Research from Princeton University in 1998.

ByRoman Developer